AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective September 6, 2012)

Size: px
Start display at page:

Download "AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective September 6, 2012)"

Transcription

1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective September 6, 2012) AUS01:

2 ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office. The principal office of the Corporation shall be in Travis County, Texas, or such other county as the Board of Directors may from time to time designate. Section 3. Other Offices. The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II SHAREHOLDERS Section 1. Time and Place of Meetings. Meetings of the shareholders shall be held at such time and at such place, within or without the State of Texas, as shall be determined by the Board of Directors. Section 2. Annual Meetings. Annual meetings of shareholders shall be held on such date and at such time as shall be determined by the Board of Directors. At each annual meeting the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. Section 3. Special Meetings. All special meetings of the shareholders shall be held at such location, within or without the State of Texas, as may be designated, and may be called at any time, by one of the Chief Executive Officers, President or the Board of Directors, or as may be stated in the notice of the meeting or in a duly executed waiver of notice thereof, and shall be called by one of the Chief Executive Officers, President or the Secretary at the request in proper form of the holders of not less than 10% of the voting power represented by all the shares issued, outstanding and entitled to be voted at the proposed special meeting. To be in proper form, such request must be in writing, state the purpose or purposes of the proposed meeting and include all information that would be required to be delivered pursuant to Article II, Section 13(c) of these Bylaws. Business transacted at special meetings shall be confined to the purposes stated in the notice of the meeting or in any supplemental notice delivered by the Corporation. The Board of Directors may determine that a meeting may be held solely by means of remote communication in accordance with Texas law. Section 4. Notice. Written or printed notice stating the place, day and hour of any shareholders meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, the means of any remote communications by which shareholders may be considered present and may vote at the meeting, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally, by electronic transmission or by mail, by or at the direction of one of the Chief Executive Officers, President, AUS01:

3 Secretary or the officer or person calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the share transfer records of the Corporation. Section 5. Closing of Share Transfer Records and Fixing Record Dates for Matters Other than Consents to Action. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any distribution or share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the Board of Directors of the Corporation may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, 60 days. If the share transfer records shall be closed for the purpose of determining shareholders, such records shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the share transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and, in the case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of share transfer records and the stated period of closing has expired. Section 6. Fixing Record Dates for Consents to Action. In order that the Corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any shareholder of record seeking to have the shareholders take action by consent in writing without a meeting of shareholders shall, by written notice to the Secretary, request the Board of Directors to fix a record date, which written notice shall include all information that would be required to be delivered pursuant to Article II, Section 13(c) of these Bylaws if the shareholder had been making a nomination or proposing business to be considered at an annual or special meeting of shareholders. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received and the prior action of the Board of Directors is not required by the Texas Business Organizations Code (herein called the Act ), the record date for determining shareholders entitled to consent to action in writing AUS01:

4 without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the records in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Corporation s principal place of business shall be addressed to the President or one of the Chief Executive Officers of the Corporation. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action. Section 7. List of Shareholders. The officer or agent of the Corporation having charge of the share transfer records for shares of the Corporation shall make, at least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of voting shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder at any time during the usual business hours of the Corporation. Alternatively, the list of the shareholders may be kept on a reasonably accessible electronic network, if the information required to gain access to the list is provided with the notice of the meeting. This Section does not require the Corporation to include any electronic contact information of any shareholder on the list. If the Corporation elects to make the list available on an electronic network, the Corporation shall take reasonable steps to ensure that the information is available only to shareholders of the Corporation. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. If the meeting is held by means of remote communication, the list must be open to the examination of any shareholder for the duration of the meeting on a reasonably accessible electronic network, and the information required to access the list must be provided to shareholders with the notice of the meeting. The original share transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer records or to vote at any meeting of shareholders. Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting. Section 8. Quorum. A quorum shall be present at a meeting of shareholders if the holders of shares having a majority of the voting power represented by all issued and outstanding shares entitled to vote at the meeting are present in person or represented by proxy at such meeting, unless otherwise provided by the Articles of Incorporation in accordance with the Act. Once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may properly be brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. If, however, a quorum shall not be present at any meeting of shareholders, the shareholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting, without notice (other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting), until such time and to such place as may be determined by a vote of the holders of a majority of the shares AUS01:

5 represented in person or by proxy at such meeting until a quorum shall be present. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. Section 9. Voting. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the shares entitled to vote on, and who voted for or against, the matter shall decide any matter brought before such meeting, other than the election of Directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Act, and shall be the act of the shareholders, unless otherwise provided by the Articles of Incorporation, these Bylaws or by resolution of the Board of Directors in accordance with the Act. Unless otherwise provided in the Articles of Incorporation or these Bylaws in accordance with the Act, directors of the Corporation in a contested election (i.e., where the number of nominees for director exceeds the number of directors to be elected) shall be elected by a plurality of the votes cast by the holders of shares present and entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. However, in an uncontested election (i.e., where the number of nominees for director is the same as the number of directors to be elected), directors shall be elected by a majority of the votes cast by the holders of shares present and entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. In the event that a nominee for re-election as a director fails to receive the requisite majority vote at an annual or special meeting held for the purpose of electing directors where the election is uncontested such director must, promptly following certification of the shareholder vote, tender his or her resignation to the Board of Directors. The Nominating and Governance Committee of the Board of Directors, or such other group of independent members of the Board of Directors as is determined by the entire Board of Directors (excluding the director who tendered the resignation) will evaluate any such resignation in light of the best interests of the Corporation and its shareholders and will make a recommendation to the entire Board of Directors as to whether to accept or reject the resignation, or whether other action should be taken. In reaching its decision, the Board of Directors may consider any factors it deems relevant, including the director s qualifications, the director s past and expected future contributions to the Corporation, the overall composition of the Board of Directors and whether accepting the tendered resignation would cause the Corporation to fail to meet any applicable law, rule or regulation (including the listing requirements of any securities exchange). The Board of Directors shall complete this process within 90 days after the certification of the shareholder vote and shall report its decision to the shareholders in the Corporation s filing following such Board Decision. At every meeting of the shareholders, each shareholder shall be entitled to such number of votes, in person or by proxy, for each share having voting power held by such shareholder, as is specified in the Articles of Incorporation (including the resolution of the Board of Directors (or a committee thereof) creating such shares), except to the extent that the voting rights of the shares of any class or series are limited or denied by the Articles of Incorporation. At each election of directors, every shareholder shall be entitled to cast, in person or by proxy, the number of votes to which the shares owned by him are entitled for as many persons as there are directors to be elected and for whose election he has a right to vote. Cumulative voting is prohibited by the Articles of Incorporation. Every proxy shall be in writing and be executed by AUS01:

6 the shareholder. A telegram, telex, cablegram or other form of electronic transmission including telephone transmission, by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for the purposes of this Section. Any electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the shareholder. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided therein. Each proxy shall be revocable unless (i) the proxy form conspicuously states that the proxy is irrevocable, and (ii) the proxy is coupled with an interest, as defined in the Act and other Texas law. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name as trustee. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without being transferred into his name, if such authority is contained in an appropriate order of the court that appointed the receiver. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Treasury shares, shares of the Corporation s stock owned by another corporation the majority of the voting stock of which is owned or controlled by the Corporation, and shares of its own stock held by the Corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Votes submitted as abstentions on matters to be voted on at any meeting will not be counted as votes for or against such matters. Broker non-votes will not count for or against the matters to be voted on at any meeting. Section 10. Action by Consent. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the action that is the subject of the consent. In addition, if the Articles of Incorporation so provide, any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares AUS01:

7 entitled to vote on the action were present and voted. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action. (a) Every written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation as set forth below in this Section 10, the consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the records in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Corporation s principal place of business shall be addressed to the President or one of the Chief Executive Officers of the Corporation. (b) A telegram, telex, cablegram or other electronic transmission by a shareholder consenting to an action to be taken is considered to be written, signed, and dated for the purposes of this Section if the transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was transmitted by the shareholder and the date on which the shareholder transmitted the transmission. The date of transmission is the date on which the consent was signed. Consent given by telegram, telex, cablegram, or other electronic transmission may not be considered delivered until the consent is reproduced in paper form and the paper form is delivered to the Corporation at its registered office in this state or its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of shareholder meetings are recorded. Notwithstanding Subsection (b) of this Section, consent given by telegram, telex, cablegram, or other electronic transmission may be delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which the proceedings of shareholder meetings are recorded to the extent and in the manner provided by resolution for the Board of Directors of the Corporation. Any photographic, photostatic, facsimile, or similarly reliable reproduction of a consent in writing signed by a shareholder may be substituted or used instead of the original writing for any purpose for which the original writing could be used, if the reproduction is a complete reproduction of the entire original writing. (c) In the event of the delivery, in the manner provided by this Section 10, to the Corporation of the requisite written consent or consents to take action and/or any related revocation or revocations, the Corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with this Section 10 and not revoked represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other AUS01:

8 action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in any such litigation). (d) Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action. Section 11. Presence at Meetings by Means of Communications Equipment. Shareholders may participate in and hold a meeting of the shareholders by means of conference telephone or other means of remote communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 11 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened if (i) the Corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a shareholder; (ii) the Corporation implements reasonable measures to provide the shareholders at the meeting by means of remote communication a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of a meeting substantially concurrently with the proceedings; and (iii) the Corporation maintains a record of any shareholder vote or other action taken at the meeting by means of remote communication. Section 12. Order of Business. The Chairman of the Board, or such other officer of the Corporation designated by a majority of the Board of Directors, will call meetings of the shareholders to order and will act as presiding officer thereof. Unless otherwise determined by the Board of Directors prior to the meeting, the presiding officer of the meeting of the shareholders will also determine the order of business and have the authority in his or her sole discretion to regulate the conduct of any such meeting, including without limitation by (i) imposing restrictions on the persons (other than shareholders of the Corporation or their duly appointed proxies) who may attend any such shareholders meeting, (ii) ascertaining whether any shareholder or his proxy may be excluded from any meeting of the shareholders based upon any determination by the presiding officer, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and (iii) determining the circumstances in which any person may make a statement or ask questions at any meeting of the shareholders. (a) At an annual meeting of the shareholders, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of the Board of Directors, or (iii) otherwise properly requested to be brought before the meeting by a shareholder of the Corporation in accordance with the immediately succeeding sentence. For business to be properly requested by a shareholder to be brought before an annual meeting, the shareholder must (i) be a shareholder of record at the time of the giving of the notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meeting, (ii) be AUS01:

9 entitled to vote with respect to such business at such meeting, and (iii) comply with the notice procedures set forth in Article II, Section 13 of these Bylaws as to such business. Nominations of or recommendations for persons for election as Directors of the Corporation may be made at an annual meeting of shareholders only (i) by or at the direction of the Board of Directors or (ii) by a shareholder of the Corporation in accordance with the immediately succeeding sentence. Any shareholder, (A) who is a shareholder of record at the time of the giving of the notice of such annual meeting of the shareholders by or at the direction of the Board of Directors and at the time of the annual meeting, (B) who is entitled to vote for the election of directors at such meeting and (C) who complies with the notice procedures set forth in Article II, Section 13 of these Bylaws as to such nomination or recommendation, may nominate or recommend one or more persons for election or to be considered as a potential nominee or nominees for election, as applicable, as a Director or Directors of the Corporation at an annual meeting of the shareholders. Only persons who are nominated in accordance with this Article II, Section 12(a) will be eligible for election at an annual meeting of shareholders as Directors of the Corporation. The immediately preceding two paragraphs shall be the exclusive means for a shareholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act ), and included in the Corporation s notice of meeting) before an annual meeting of shareholders. (b) At a special meeting of shareholders, only such business may be conducted or considered as is properly brought before the meeting. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Chairman of the Board, one of the Chief Executive Officers, the President, a Vice President or the Secretary or (ii) otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of the Board of Directors or pursuant to Article II, Section 3 of these Bylaws. In addition, for business requested by a shareholder in accordance with Article II, Section 3 of these Bylaws to be brought before a special meeting, the shareholder must (i) be a shareholder of record at the time of the giving of the notice of such special meeting and at the time of the special meeting, (ii) be entitled to vote with respect to such business at such meeting, and (iii) comply with the notice procedures set forth in Article II, Section 13 of these Bylaws as to such business. Nominations of persons for election as Directors of the Corporation may be made at a special meeting of shareholders at which the election of directors has been properly brought before the meeting in accordance with the foregoing paragraph only (i) by or at the direction of the Board of Directors or (ii) by any shareholder (A) who is a shareholder of record at the time of the giving of the notice of such special meeting and at the time of the special meeting, (B) who is entitled to vote for the election of directors at such meeting and (C) who complies with the notice procedures set forth in Article II, Section 13 of these Bylaws as to such nominations. Only persons who are nominated in accordance with this Article II, Section 12(b) will be eligible for election at a special meeting of shareholders as Directors of the Corporation. AUS01:

10 The immediately preceding two paragraphs and the provisions of Article II, Section 3 of these Bylaws shall be the exclusive means for a shareholder to make nominations or submit other business before a special meeting of shareholders. (c) The determination of whether any business sought to be brought before any annual or special meeting of the shareholders is properly brought before such meeting in accordance with this Article II, Section 12, and whether any nomination of a person for election as a Director of the Corporation at any annual or special meeting of the shareholders was properly made in accordance with this Article II, Section 12, will be made by the presiding officer of such meeting. If the presiding officer determines that any business is not properly brought before such meeting, or any nomination was not properly made, he or she will so declare to the meeting and any such business will not be conducted or considered and any such nomination will be disregarded. Section 13. Advance Notice of Shareholder Proposals and Director Nominations. (a) To be timely for purposes of Article II, Section 12(a) of these Bylaws, a shareholder s notice of nominations or other business to be properly brought before an annual meeting must be addressed to the Secretary and delivered or mailed to and received at the principal executive offices of the Corporation not less than one hundred twenty (120) calendar days prior to the anniversary date of the date (as specified in the Corporation s proxy materials for its immediately preceding annual meeting of shareholders) on which the Corporation first mailed its proxy materials for its immediately preceding annual meeting of shareholders; provided, however, that in the event the annual meeting is called for a date that is not within thirty (30) calendar days of the anniversary date of the date on which the immediately preceding annual meeting of shareholders was called, to be timely, notice by the shareholder must be so received not later than the close of business on the tenth (10th) calendar day following the day on which public announcement of the date of the annual meeting is first made. In no event will an adjournment or postponement of an annual meeting of shareholders or the announcement thereof commence a new time period for the giving of a shareholder s notice as provided above. (b) To be timely for purposes of Article II, Section 12(b) of these Bylaws, a shareholder s notice of nominations to be properly brought before a special meeting must be addressed to the Secretary and delivered or mailed to and received at the principal executive offices of the Corporation not less than one hundred twenty (120) calendar days prior to the date of such special meeting; provided, however, that if the first public announcement of the date of such special meeting is less than one hundred thirty (130) days prior to the date of such special meeting, notice by the shareholder must be so received not later than the close of business on the tenth (10th) calendar day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event will an adjournment or postponement of a special meeting of shareholders or the public announcement thereof commence a new time period for the giving of a shareholder s notice as provided above. Notice of other business proposed to be brought before a special meeting by a shareholder must be delivered in accordance with Article II, Section 3 of these Bylaws. AUS01:

11 (c) To be in proper form, a shareholder s notice (whether given pursuant to Section 3, Section 13(a) or Section 13(b) of this Article II) to the Secretary must: (i) set forth, as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or recommendation for nomination or proposal is made or other business is to be proposed (A) the name and address of such shareholder, as they appear on the Corporation s books, and of such beneficial owner, if any, (B) (I) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such shareholder and such beneficial owner, (II) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a Derivative Instrument ) directly or indirectly owned beneficially by such shareholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (III) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder has a right to vote any shares of any security of the Corporation, (IV) any short interest in any security of the Corporation (for purposes of this Section 13(c) a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (V) any rights to dividends on the shares of the Corporation owned beneficially by such shareholder that are separated or separable from the underlying shares of the Corporation, (VI) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (VII) any performance-related fees (other than an asset-based fee) that such shareholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such shareholder s immediate family sharing the same household (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (C) any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; (ii) if the notice relates to any business other than a nomination or recommendation for nomination of a director or directors that the shareholder proposes to bring before the meeting, set forth (A) a description in reasonable detail of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business and (B) a description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder; (iii) set forth, as to each person, if any, whom the shareholder proposes to nominate for election or reelection to the Board of Directors (A) all information relating to such person that would be required to be disclosed in a proxy AUS01:

12 statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such person s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (B) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the registrant for purposes of such item and the nominee were a director or executive officer of such registrant; and (iv) with respect to each nominee or recommended nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Article II, Section 14 of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder s understanding of the independence, or lack thereof, of such nominee. All recommendations by a shareholder of a person to be considered as a potential nominee for election as a director of the Corporation at any annual meeting of shareholders will be presented to the Board of Directors, or the appropriate committee of the Board of Directors, for consideration. (d) Notwithstanding the provisions of Sections 3, 12 and 13 of this Article II, a shareholder must also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth in Sections 3, 12 and 13 of this Article II; provided, however, that any references in these Sections 3, 12 and 13 of this Article II to the Exchange Act, or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 13 of this Article II. Nothing in Sections 3, 12 and 13 of this Article II will be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation s proxy statement in accordance with the provisions of Rule 14a-8 under the Exchange Act. (e) For purposes of this Article II, Section 13, public announcement means disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act, or furnished to shareholders. Section 14. Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Article II, Section 13 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the AUS01:

13 background of any other person or entity on whose behalf the nomination or recommendation for nomination or nomination, as the case may be, is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a Voting Commitment ) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person s ability to comply, if elected as a director of the Corporation, with such person s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, (c) in such person s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation and (d) will abide by the requirements of Article II, Section 9 of these Bylaws. ARTICLE III DIRECTORS Section 1. Number, Election and Terms of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in any Preferred Designation, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Board of Directors then in office determined as if there were no vacancies. No decrease in the number of directors shall have the effect of reducing the term of any incumbent director. Directors shall be elected at each annual meeting of the shareholders by the holders of shares entitled to vote in the election of directors, except as provided in Section 2 of this Article III, and each director shall hold office until the annual meeting of shareholders following his election or until his successor is elected and qualified. Directors need not be residents of the State of Texas or shareholders of the Corporation. Section 2. Vacancies. Subject to other provisions of this Section 2, any vacancy occurring in the Board of Directors may be filled by election at an annual or special meeting of the shareholders called for that purpose or by the affirmative vote of a majority of the remaining directors, though the remaining directors may constitute less than a quorum of the Board of Directors as fixed by Section 8 of this Article III. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose or may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. Shareholders entitled to vote at an election of directors may, at any time and with or without AUS01:

14 cause (as hereinafter defined), terminate the term of office of all or any of the directors by a vote at any annual or special meeting called for that purpose. Such removal shall be effective immediately upon such shareholder action even if successors are not elected simultaneously, and the vacancies on the Board of Directors caused by such action shall be filled only by election by the shareholders. For purposes of this Section 2 of Article III, cause means that (i) a court of competent jurisdiction has made a final non-appealable determination that the applicable director (a) has breached his or her fiduciary duties to the Corporation or (b) is incapacitated to the extent that such director is not capable of performing his or her directorial duties or (ii) the applicable director has been indicted by a governmental authority for a felony. Notwithstanding the foregoing, whenever the holders of any class or series of shares are entitled to elect one or more directors by the provisions of the Articles of Incorporation, only the holders of shares of that class or series shall be entitled to vote for or against the removal of any director elected by the holders of shares of that class or series; and any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Articles of Incorporation. Section 3. General Powers. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors, which may do or cause to be done all such lawful acts and things, as are not by the Act, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders. Section 4. Place of Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Texas. Section 5. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held, without further notice, immediately following the annual meeting of shareholders at the same place, unless by the majority vote or unanimous consent of the directors then elected and serving, such time or place shall be changed. Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held with or without notice at such time and place as the Board of Directors may determine by resolution. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of one of the Chief Executive Officers and shall be called by the Secretary on the written request of a majority of the incumbent directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by such person or persons. Notice of any special meeting shall be given at least 24 hours previous thereto if given either personally (including written notice delivered personally or telephone notice) or by telex, telecopy, telegram or other electronic transmission, and at least 72 hours previous thereto if given by written notice AUS01:

15 mailed or otherwise transmitted to each director at the address of his business or residence. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Any director may waive notice of any meeting, as provided in Section 2 of Article IV of these Bylaws. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Section 8. Quorum and Voting. At all meetings of the Board of Directors, the presence of a majority of the number of directors fixed in the manner provided in Section 1 of this Article III shall constitute a quorum for the transaction of business. At all meetings of committees of the Board of Directors (if one or more be designated in the manner described in Section 9 of this Article III), the presence of a majority of the number of directors fixed from time to time by resolution of the Board of Directors to serve as members of such committees shall constitute a quorum for the transaction of business. The affirmative vote of at least a majority of the directors present and entitled to vote at any meeting of the Board of Directors or a committee of the Board of Directors at which there is a quorum shall be the act of the Board of Directors or the committee, except as may be otherwise specifically provided by the Act, the Articles of Incorporation or these Bylaws. Directors may not vote by proxy at any meeting of the Board of Directors. Directors with an interest in a business transaction of the Corporation and directors who are directors or officers or have a financial interest in any other corporation, partnership, association or other organization with which the Corporation is transacting business may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee of the Board of Directors to authorize such business transaction. If a quorum shall not be present at any meeting of the Board of Directors or a committee thereof, a majority of the directors present thereat may adjourn the meeting, without notice other than announcement at the meeting, until such time and to such place as may be determined by such majority of directors, until a quorum shall be present. Section 9. Committees of the Board of Directors. The Board of Directors may designate from among its members one or more committees, each of which shall be composed of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors of the Corporation, except where action of the Board of Directors is required by the Act or by the Articles of Incorporation. Any member of a committee of the Board of Directors may be removed, for or without cause, by the affirmative vote of a majority of the whole Board of Directors. If any vacancy or vacancies occur in a committee of the Board of Directors caused by death, resignation, retirement, disqualification, removal from office or otherwise, the vacancy or vacancies shall be filled by the affirmative vote of a majority of the whole Board of Directors. Such committee or committees shall have such name or names as may be designated by the Board of Directors and shall keep regular minutes of their proceedings and report the same to the Board of Directors when required. AUS01:

BY-LAWS OF THE BOEING COMPANY. (as amended and restated effective December 17, 2017)

BY-LAWS OF THE BOEING COMPANY. (as amended and restated effective December 17, 2017) BY-LAWS OF THE BOEING COMPANY (as amended and restated effective December 17, 2017) TABLE OF CONTENTS ARTICLE I Stockholders Meetings...1 SECTION 1. Annual Meetings...1 SECTION 2. Special Meetings...1

More information

AMENDED AND RESTATED BYLAWS. AUTODESK, INC. (a Delaware Corporation) (as of June 12, 2018)

AMENDED AND RESTATED BYLAWS. AUTODESK, INC. (a Delaware Corporation) (as of June 12, 2018) AMENDED AND RESTATED BYLAWS OF AUTODESK, INC. (a Delaware Corporation) (as of June 12, 2018) AMENDED AND RESTATED BYLAWS OF AUTODESK, INC. (a Delaware Corporation) TABLE OF CONTENTS CORPORATE OFFICES...1

More information

MATTEL, INC. AMENDED AND RESTATED BYLAWS ARTICLE I STOCKHOLDERS

MATTEL, INC. AMENDED AND RESTATED BYLAWS ARTICLE I STOCKHOLDERS As of August 26, 2015 MATTEL, INC. AMENDED AND RESTATED BYLAWS ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose

More information

BYLAWS AS AMENDED THROUGH NOVEMBER 9, 2016 OF MAXIM INTEGRATED PRODUCTS, INC. (A DELAWARE CORPORATION)

BYLAWS AS AMENDED THROUGH NOVEMBER 9, 2016 OF MAXIM INTEGRATED PRODUCTS, INC. (A DELAWARE CORPORATION) BYLAWS AS AMENDED THROUGH NOVEMBER 9, 2016 OF MAXIM INTEGRATED PRODUCTS, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS ARTICLE I OFFICES... 1 Section 1. Registered Office.... 1 Section 2. Other Offices...

More information

BY-LAWS JPMORGAN CHASE & CO. Office of the Secretary 270 Park Avenue, 38th floor New York, New York 10017

BY-LAWS JPMORGAN CHASE & CO. Office of the Secretary 270 Park Avenue, 38th floor New York, New York 10017 BY-LAWS OF JPMORGAN CHASE & CO. As amended by the Board of Directors Effective September 17, 2013 Office of the Secretary 270 Park Avenue, 38th floor New York, New York 10017 TABLE OF CONTENTS ARTICLE

More information

AMENDED AND RESTATED BYLAWS SYSCO CORPORATION. (A Delaware Corporation) ARTICLE I STOCKHOLDERS

AMENDED AND RESTATED BYLAWS SYSCO CORPORATION. (A Delaware Corporation) ARTICLE I STOCKHOLDERS AMENDED AND RESTATED BYLAWS OF SYSCO CORPORATION (A Delaware Corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK; UNCERTIFICATED SHARES. Shares of stock in the Corporation may be represented

More information

SECOND AMENDED AND RESTATED BYLAWS HMS HOLDINGS CORP. (Effective as of May 23, 2018)

SECOND AMENDED AND RESTATED BYLAWS HMS HOLDINGS CORP. (Effective as of May 23, 2018) SECOND AMENDED AND RESTATED BYLAWS OF HMS HOLDINGS CORP. (Effective as of May 23, 2018) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1.1 Place of Meetings...1 1.2 Annual Meeting...1 1.3 Special Meetings...1

More information

AMENDED AND RESTATED BY-LAWS. AMERICAN TOWER CORPORATION (a Delaware Corporation)

AMENDED AND RESTATED BY-LAWS. AMERICAN TOWER CORPORATION (a Delaware Corporation) AMENDED AND RESTATED BY-LAWS OF AMERICAN TOWER CORPORATION (a Delaware Corporation) AMERICAN TOWER CORPORATION (a Delaware Corporation) AMENDED AND RESTATED BY-LAWS TABLE OF CONTENTS ARTICLE I. OFFICES...

More information

AMENDED AND RESTATED BY-LAWS MASTERCARD INCORPORATED ARTICLE I STOCKHOLDERS

AMENDED AND RESTATED BY-LAWS MASTERCARD INCORPORATED ARTICLE I STOCKHOLDERS AMENDED AND RESTATED BY-LAWS OF MASTERCARD INCORPORATED ARTICLE I STOCKHOLDERS Section 1. The annual meeting of the stockholders of MasterCard Incorporated (the Corporation ) for the purpose of electing

More information

AMENDED AND RESTATED BYLAWS WIDEOPENWEST, INC. A Delaware corporation. (Adopted as of May 24, 2017) ARTICLE I OFFICES

AMENDED AND RESTATED BYLAWS WIDEOPENWEST, INC. A Delaware corporation. (Adopted as of May 24, 2017) ARTICLE I OFFICES AMENDED AND RESTATED BYLAWS OF WIDEOPENWEST, INC. A Delaware corporation (Adopted as of May 24, 2017) ARTICLE I OFFICES Section 1. Registered Office. The address of the registered office of WideOpenWest,

More information

THIS FORM IS KEPT UP TO DATE AT CHECK FOR UPDATES. BYLAWS OF, INC. (the Corporation ) As Adopted, 2013 ARTICLE I OFFICES

THIS FORM IS KEPT UP TO DATE AT  CHECK FOR UPDATES. BYLAWS OF, INC. (the Corporation ) As Adopted, 2013 ARTICLE I OFFICES THE FOLLOWING DOCUMENT IS A FORM PREPARED BY HERRICK K. LIDSTONE, JR. OF BURNS, FIGA & WILL, P.C. FOR USE IN A CONTINUING LEGAL EDUCATION SEMINAR. THIS FORM IS INTENDED TO BE INSTRUCTIVE AND ILLUSTRATIVE

More information

VALERO ENERGY CORPORATION BYLAWS

VALERO ENERGY CORPORATION BYLAWS VALERO ENERGY CORPORATION BYLAWS (Amended and Restated effective as of May 12, 2016) ARTICLE I. MEETINGS OF STOCKHOLDERS Section 1. Date, Time and Location of Annual Meeting. The annual meeting of stockholders

More information

WORKDAY, INC. AMENDED AND RESTATED BYLAWS

WORKDAY, INC. AMENDED AND RESTATED BYLAWS WORKDAY, INC. AMENDED AND RESTATED BYLAWS (As Adopted June 3, 2015) WORKDAY, INC. AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page ARTICLE I: STOCKHOLDERS 1 Section 1.1: Annual Meetings... 1 Section

More information

RESTATED BY-LAWS OF THE MANITOWOC COMPANY, INC.

RESTATED BY-LAWS OF THE MANITOWOC COMPANY, INC. RESTATED BY-LAWS OF THE MANITOWOC COMPANY, INC. ARTICLE I OFFICES Section 1. Principal Office. The Corporation may have such principal and other business offices, either within or without the State of

More information

BYLAWS. DEL FRISCO S RESTAURANT GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES

BYLAWS. DEL FRISCO S RESTAURANT GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES BYLAWS OF DEL FRISCO S RESTAURANT GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate

More information

BY-LAWS JPMORGAN CHASE & CO. Office of the Secretary 270 Park Avenue, 38th floor New York, New York 10017

BY-LAWS JPMORGAN CHASE & CO. Office of the Secretary 270 Park Avenue, 38th floor New York, New York 10017 BY-LAWS OF JPMORGAN CHASE & CO. As amended by the Board of Directors Effective January 19, 2016 Office of the Secretary 270 Park Avenue, 38th floor New York, New York 10017 TABLE OF CONTENTS ARTICLE I

More information

BY-LAWS KIMBERLY-CLARK CORPORATION

BY-LAWS KIMBERLY-CLARK CORPORATION BY-LAWS OF KIMBERLY-CLARK CORPORATION As Amended April 30, 2009 (With excerpts from the emergency provisions of the Delaware General Corporation Law appended) Table of Contents* Capital Stock Page 1. Certificates

More information

AMENDED AND RESTATED BY-LAWS WEX INC. A Delaware Corporation. Amended and Restated March 12, 2014

AMENDED AND RESTATED BY-LAWS WEX INC. A Delaware Corporation. Amended and Restated March 12, 2014 AMENDED AND RESTATED BY-LAWS OF WEX INC. A Delaware Corporation Amended and Restated March 12, 2014 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE

More information

EPIQ SYSTEMS INC FORM 8-K. (Current report filing) Filed 10/09/14 for the Period Ending 10/08/14

EPIQ SYSTEMS INC FORM 8-K. (Current report filing) Filed 10/09/14 for the Period Ending 10/08/14 EPIQ SYSTEMS INC FORM 8-K (Current report filing) Filed 10/09/14 for the Period Ending 10/08/14 Address 501 KANSAS AVENUE KANSAS CITY, KS 66105-1309 Telephone 9136219500 CIK 0001027207 Symbol EPIQ SIC

More information

Page 1 of 37 EX-3.1 2 exhibit31.htm EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF EL PASO ELECTRIC COMPANY A Texas Corporation Page 2 of 37 BYLAWS OF EL PASO ELECTRIC

More information

AMENDED AND RESTATED BY-LAWS of W. R. GRACE & CO. Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS

AMENDED AND RESTATED BY-LAWS of W. R. GRACE & CO. Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS AMENDED AND RESTATED BY-LAWS of W. R. GRACE & CO. Adopted on January 22, 2015 Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS Section 1.1. Delaware Office. The principal

More information

BYLAWS OF ARCHER-DANIELS-MIDLAND COMPANY ARTICLE I. MEETINGS OF STOCKHOLDERS

BYLAWS OF ARCHER-DANIELS-MIDLAND COMPANY ARTICLE I. MEETINGS OF STOCKHOLDERS BYLAWS OF ARCHER-DANIELS-MIDLAND COMPANY ARTICLE I. MEETINGS OF STOCKHOLDERS Section 1.1. Annual Meeting. The annual meeting of stockholders shall be held at such date, time and place, either within or

More information

Amended and Restated Bylaws of Computer Programs and Systems, Inc.

Amended and Restated Bylaws of Computer Programs and Systems, Inc. As amended October 28, 2013 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Except as otherwise provided in the Certificate of Incorporation, as may be amended from time to time (the

More information

AMENDED AND RESTATED BYLAWS AMAZON.COM, INC.

AMENDED AND RESTATED BYLAWS AMAZON.COM, INC. SECTION 1. OFFICES AMENDED AND RESTATED BYLAWS OF AMAZON.COM, INC. The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors

More information

AMENDED AND RESTATED BYLAWS OF SPRINT CORPORATION ARTICLE I OFFICES

AMENDED AND RESTATED BYLAWS OF SPRINT CORPORATION ARTICLE I OFFICES AMENDED AND RESTATED BYLAWS OF SPRINT CORPORATION ARTICLE I OFFICES 1.1 Registered Office. The registered office of the Corporation shall be in the State of Delaware. 1.2 Other Offices. The Corporation

More information

BYLAWS OF THE CHEESECAKE FACTORY INCORPORATED. Amended and Restated on May 20, 2009 ARTICLE I OFFICES

BYLAWS OF THE CHEESECAKE FACTORY INCORPORATED. Amended and Restated on May 20, 2009 ARTICLE I OFFICES BYLAWS OF THE CHEESECAKE FACTORY INCORPORATED Amended and Restated on May 20, 2009 ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of The Cheesecake Factory Incorporated (the Corporation

More information

AMENDED AND RESTATED BY-LAWS OF AMERICAN TOWER CORPORATION (a Delaware Corporation) Effective as of February 12, 2016

AMENDED AND RESTATED BY-LAWS OF AMERICAN TOWER CORPORATION (a Delaware Corporation) Effective as of February 12, 2016 AMENDED AND RESTATED BY-LAWS OF AMERICAN TOWER CORPORATION (a Delaware Corporation) Effective as of February 12, 2016 AMERICAN TOWER CORPORATION (a Delaware Corporation) AMENDED AND RESTATED BY-LAWS TABLE

More information

AMERICAN INTERNATIONAL GROUP, INC. BY-LAWS. Amended November 16, 2015 ARTICLE I. Stockholders

AMERICAN INTERNATIONAL GROUP, INC. BY-LAWS. Amended November 16, 2015 ARTICLE I. Stockholders AMERICAN INTERNATIONAL GROUP, INC. BY-LAWS Amended November 16, 2015 ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at

More information

AMENDED AND RESTATED BYLAWS OF ALLIANT ENERGY CORPORATION Effective as of December 13, 2018 ARTICLE I OFFICES

AMENDED AND RESTATED BYLAWS OF ALLIANT ENERGY CORPORATION Effective as of December 13, 2018 ARTICLE I OFFICES AMENDED AND RESTATED BYLAWS OF ALLIANT ENERGY CORPORATION Effective as of December 13, 2018 ARTICLE I OFFICES Section 1.1 PRINCIPAL AND BUSINESS OFFICES. - The Corporation may have such principal and other

More information

MASTERCARD INC FORM 8-K. (Current report filing) Filed 12/05/08 for the Period Ending 12/02/08

MASTERCARD INC FORM 8-K. (Current report filing) Filed 12/05/08 for the Period Ending 12/02/08 MASTERCARD INC FORM 8-K (Current report filing) Filed 12/05/08 for the Period Ending 12/02/08 Address 2000 PURCHASE STREET PURCHASE, NY 10577 Telephone 9142492000 CIK 0001141391 Symbol MA SIC Code 7389

More information

AMENDED AND RESTATED BYLAWS DELL TECHNOLOGIES INC. (Effective September 7, 2016) ARTICLE I OFFICES

AMENDED AND RESTATED BYLAWS DELL TECHNOLOGIES INC. (Effective September 7, 2016) ARTICLE I OFFICES AMENDED AND RESTATED BYLAWS OF DELL TECHNOLOGIES INC. (Effective September 7, 2016) ARTICLE I OFFICES SECTION 1.01 Registered Office. The registered office and registered agent of Dell Technologies Inc.

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event

More information

BY-LAWS. As Amended through February 15, 2019 NOBLE ENERGY, INC.

BY-LAWS. As Amended through February 15, 2019 NOBLE ENERGY, INC. ! -! 1- BY-LAWS As Amended through February 15, 2019 NOBLE ENERGY, INC. I. OFFICES Section 1. The registered office of the Corporation shall be 100 West Tenth Street, City of Wilmington, New Castle County,

More information

AMENDED AND RESTATED BYLAWS OF THE GAP, INC. (February 1, 2015) ARTICLE I OFFICES

AMENDED AND RESTATED BYLAWS OF THE GAP, INC. (February 1, 2015) ARTICLE I OFFICES AMENDED AND RESTATED BYLAWS OF THE GAP, INC. (February 1, 2015) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation in the State of Delaware shall be in the City of

More information

BYLAWS COOLISYS TECHNOLOGIES, INC. a Delaware Corporation. Effective as of August 1, 2017

BYLAWS COOLISYS TECHNOLOGIES, INC. a Delaware Corporation. Effective as of August 1, 2017 BYLAWS OF COOLISYS TECHNOLOGIES, INC. a Delaware Corporation Effective as of August 1, 2017 TABLE OF CONTENTS Page Article I Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II Meetings

More information

AMENDED AND RESTATED BYLAWS CEVA, INC. a Delaware corporation

AMENDED AND RESTATED BYLAWS CEVA, INC. a Delaware corporation AMENDED AND RESTATED BYLAWS OF CEVA, INC. a Delaware corporation TABLE OF CONTENTS Page ARTICLE I OFFICES... 1 Section 1.1 Registered Office... 1 Section 1.2 Other Offices... 1 ARTICLE II STOCKHOLDERS

More information

AMENDED AND RESTATED BYLAWS FIESTA RESTAURANT GROUP, INC. (Adopted April 16, 2012) ARTICLE I. STOCKHOLDERS

AMENDED AND RESTATED BYLAWS FIESTA RESTAURANT GROUP, INC. (Adopted April 16, 2012) ARTICLE I. STOCKHOLDERS AMENDED AND RESTATED BYLAWS OF FIESTA RESTAURANT GROUP, INC. (Adopted April 16, 2012) ARTICLE I. STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of the stockholders of Fiesta Restaurant Group,

More information

ALLERGAN, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS. (As Amended and Restated Effective May 9, 2014)

ALLERGAN, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS. (As Amended and Restated Effective May 9, 2014) ALLERGAN, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS (As Amended and Restated Effective May 9, 2014) ARTICLE I: Offices SECTION 1. Registered Office. The registered office of Allergan, Inc.

More information

AMENDED AND RESTATED BYLAWS. HEWLETT PACKARD ENTERPRISE COMPANY (A Delaware Corporation) ARTICLE I CORPORATE OFFICES

AMENDED AND RESTATED BYLAWS. HEWLETT PACKARD ENTERPRISE COMPANY (A Delaware Corporation) ARTICLE I CORPORATE OFFICES AMENDED AND RESTATED BYLAWS OF HEWLETT PACKARD ENTERPRISE COMPANY (A Delaware Corporation) ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The registered office of Hewlett Packard Enterprise Company

More information

AMENDED AND RESTATED BY LAWS OF ANALOG DEVICES, INC.

AMENDED AND RESTATED BY LAWS OF ANALOG DEVICES, INC. AMENDED AND RESTATED BY LAWS OF ANALOG DEVICES, INC. Last updated December 13, 2018 ActiveUS 300353205v.8 ARTICLE I SHAREHOLDERS 1.1. Annual Meeting. The Corporation shall hold an annual meeting of shareholders

More information

AMENDED AND RESTATED BYLAWS ORACLE CORPORATION

AMENDED AND RESTATED BYLAWS ORACLE CORPORATION AMENDED AND RESTATED BYLAWS OF ORACLE CORPORATION (a Delaware corporation) Adopted January 31, 2006 Amended and restated by the Board of Directors as of June 15, 2016 TABLE OF CONTENTS Page ARTICLE 1 STOCKHOLDERS

More information

AMENDED AND RESTATED BY-LAWS PRUDENTIAL FINANCIAL, INC. A New Jersey Corporation. Effective November 14, 2017

AMENDED AND RESTATED BY-LAWS PRUDENTIAL FINANCIAL, INC. A New Jersey Corporation. Effective November 14, 2017 AMENDED AND RESTATED BY-LAWS of PRUDENTIAL FINANCIAL, INC. A New Jersey Corporation Effective November 14, 2017 AMENDED AND RESTATED BY-LAWS OF PRUDENTIAL FINANCIAL, INC. (hereinafter called the Corporation

More information

AMENDED AND RESTATED BY-LAWS WYNDHAM HOTELS & RESORTS, INC. (hereinafter called the Corporation ) ARTICLE I OFFICES

AMENDED AND RESTATED BY-LAWS WYNDHAM HOTELS & RESORTS, INC. (hereinafter called the Corporation ) ARTICLE I OFFICES AMENDED AND RESTATED BY-LAWS OF WYNDHAM HOTELS & RESORTS, INC. (hereinafter called the Corporation ) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in

More information

RESTATED BYLAWS SHUTTERFLY, INC. (a Delaware corporation) As adopted October 4, 2006, as amended and restated through July 18, 2012

RESTATED BYLAWS SHUTTERFLY, INC. (a Delaware corporation) As adopted October 4, 2006, as amended and restated through July 18, 2012 RESTATED BYLAWS OF SHUTTERFLY, INC. (a Delaware corporation) As adopted October 4, 2006, as amended and restated through July 18, 2012 -i- TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS... 1 Section 1.1.

More information

FORM 8-K JETBLUE AIRWAYS CORPORATION

FORM 8-K JETBLUE AIRWAYS CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event

More information

SECOND AMENDED AND RESTATED BYLAWS TRANSUNION ARTICLE I. Offices ARTICLE II. Meetings of Stockholders

SECOND AMENDED AND RESTATED BYLAWS TRANSUNION ARTICLE I. Offices ARTICLE II. Meetings of Stockholders SECOND AMENDED AND RESTATED BYLAWS OF TRANSUNION ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of TransUnion (the Corporation ) in the State of Delaware shall

More information

AMENDED AND RESTATED BY-LAWS TELLURIAN INC. Effective as of September 20, 2017

AMENDED AND RESTATED BY-LAWS TELLURIAN INC. Effective as of September 20, 2017 AMENDED AND RESTATED BY-LAWS OF TELLURIAN INC. Effective as of September 20, 2017 TABLE OF CONTENTS ARTICLE I Offices...1 SECTION 1. Registered Office...1 SECTION 2. Other Offices...1 ARTICLE II Meetings

More information

BRISTOL-MYERS SQUIBB COMPANY BYLAWS. As Adopted on November 1, 1965

BRISTOL-MYERS SQUIBB COMPANY BYLAWS. As Adopted on November 1, 1965 BRISTOL-MYERS SQUIBB COMPANY BYLAWS As Adopted on November 1, 1965 And as Amended to November 2, 2016 I N D E X No. SUBJECT Page 1. Principal Office... 1 2. Other Offices... 1 3. Seal... 1 4. Meetings

More information

SEMPRA ENERGY. BYLAWS (As Amended Through December 15, 2015) ARTICLE I CORPORATE MANAGEMENT

SEMPRA ENERGY. BYLAWS (As Amended Through December 15, 2015) ARTICLE I CORPORATE MANAGEMENT SEMPRA ENERGY BYLAWS (As Amended Through December 15, 2015) ARTICLE I CORPORATE MANAGEMENT The business and affairs of Sempra Energy (the Corporation ) shall be managed, and all corporate powers shall

More information

AMENDED AND RESTATED BY-LAWS OF GENESEE & WYOMING INC. ARTICLE I. STOCKHOLDERS

AMENDED AND RESTATED BY-LAWS OF GENESEE & WYOMING INC. ARTICLE I. STOCKHOLDERS As of November 2, 2018 AMENDED AND RESTATED BY-LAWS OF GENESEE & WYOMING INC. ARTICLE I. STOCKHOLDERS Section 1. Notice of Meetings. Except as otherwise provided by law, notice of the date, time, place

More information

AMENDED AND RESTATED BY-LAWS CITRIX SYSTEMS, INC.

AMENDED AND RESTATED BY-LAWS CITRIX SYSTEMS, INC. AMENDED AND RESTATED BY-LAWS OF CITRIX SYSTEMS, INC. Amended and Restated effective as of March 7, 2018 BY-LAWS TABLE OF CONTENTS ARTICLE 1 - STOCKHOLDERS... 1 1.1 Place of Meetings... 1 1.2 Annual Meeting...

More information

Bylaws. PetSmart, Inc. (a Delaware Corporation) As Amended through. June 23, 2009

Bylaws. PetSmart, Inc. (a Delaware Corporation) As Amended through. June 23, 2009 Bylaws of PetSmart, Inc. (a Delaware Corporation) As Amended through June 23, 2009 TABLE OF CONTENTS PAGE ARTICLE I OFFICES... 1 Section 1. Registered Office... 1 Section 2. Other Offices... 1 ARTICLE

More information

BYLAWS OF LUBY'S, INC. ARTICLE I OFFICES

BYLAWS OF LUBY'S, INC. ARTICLE I OFFICES BYLAWS OF LUBY'S, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other

More information

BY-LAWS THE PHOENIX COMPANIES, INC.

BY-LAWS THE PHOENIX COMPANIES, INC. BY-LAWS OF THE PHOENIX COMPANIES, INC. As Adopted on November 13, 2000 Page 1 of 30 BY-LAWS OF THE PHOENIX COMPANIES, INC. ARTICLE I STOCKHOLDERS Section 1.01. Annual Meeting... 5 Section 1.02. Special

More information

BY-LAWS. UNIT CORPORATION a Delaware Corporation (as amended and restated May 7, 2008) ARTICLE I STOCKHOLDERS' MEETINGS

BY-LAWS. UNIT CORPORATION a Delaware Corporation (as amended and restated May 7, 2008) ARTICLE I STOCKHOLDERS' MEETINGS BY-LAWS OF UNIT CORPORATION a Delaware Corporation (as amended and restated May 7, 2008) ARTICLE I STOCKHOLDERS' MEETINGS Section 1. Annual Meeting. The annual meeting of stockholders shall be held at

More information

FOURTH AMENDED AND RESTATED BYLAWS. ELAH HOLDINGS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES

FOURTH AMENDED AND RESTATED BYLAWS. ELAH HOLDINGS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES FOURTH AMENDED AND RESTATED BYLAWS OF ELAH HOLDINGS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Elah Holdings, Inc. (the Corporation

More information

UNITED TECHNOLOGIES CORP /DE/

UNITED TECHNOLOGIES CORP /DE/ UNITED TECHNOLOGIES CORP /DE/ FORM 8-K (Unscheduled Material Events) Filed 2/8/2006 For Period Ending 2/6/2006 Address UNITED TECHNOLOGIES BLDG ONE FINANCIAL PLZ HARTFORD, Connecticut 06101 Telephone 860-728-7000

More information

BYLAWS DXC TECHNOLOGY COMPANY. effective April 1, 2017

BYLAWS DXC TECHNOLOGY COMPANY. effective April 1, 2017 BYLAWS OF DXC TECHNOLOGY COMPANY effective April 1, 2017 BYLAWS OF DXC TECHNOLOGY COMPANY ARTICLE I OFFICES Section 1. Offices. The Corporation may have offices in such places, both within and without

More information

AMENDED AND RESTATED BYLAWS

AMENDED AND RESTATED BYLAWS AMENDED AND RESTATED BYLAWS (effective November 19, 2009) of SOUTHWEST AIRLINES CO. Dallas, Texas SOUTHWEST AIRLINES CO. BYLAWS ARTICLE I IDENTIFICATION AND OFFICES Section 1. Name: The name of the corporation

More information

AMENDED AND RESTATED BYLAWS CARROLS RESTAURANT GROUP, INC. (Adopted November 21, 2006) ARTICLE I. STOCKHOLDERS

AMENDED AND RESTATED BYLAWS CARROLS RESTAURANT GROUP, INC. (Adopted November 21, 2006) ARTICLE I. STOCKHOLDERS AMENDED AND RESTATED BYLAWS OF CARROLS RESTAURANT GROUP, INC. (Adopted November 21, 2006) ------------------ ARTICLE I. STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of the stockholders of

More information

AMENDED AND RESTATED BYLAWS SCIENCE APPLICATIONS INTERNATIONAL CORPORATION. (a Delaware corporation)

AMENDED AND RESTATED BYLAWS SCIENCE APPLICATIONS INTERNATIONAL CORPORATION. (a Delaware corporation) AMENDED AND RESTATED BYLAWS OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (a Delaware corporation) As amended, June 7, 2017 Table of Contents Page ARTICLE I. OFFICES Section 1.01 Registered Office

More information

BY-LAWS GRAPHIC PACKAGING HOLDING COMPANY. As Amended and Restated on May 20, 2015

BY-LAWS GRAPHIC PACKAGING HOLDING COMPANY. As Amended and Restated on May 20, 2015 BY-LAWS OF GRAPHIC PACKAGING HOLDING COMPANY As Amended and Restated on May 20, 2015 TABLE OF CONTENTS ARTICLE I STOCKHOLDERS... 4 Section 1.01. Annual Meetings.... 4 Section 1.02. Special Meetings....

More information

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF DYADIC INTERNATIONAL, INC. (A DELAWARE CORPORATION) EFFECTIVE AS OF DECEMBER 13, 2018

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF DYADIC INTERNATIONAL, INC. (A DELAWARE CORPORATION) EFFECTIVE AS OF DECEMBER 13, 2018 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF DYADIC INTERNATIONAL, INC. (A DELAWARE CORPORATION) EFFECTIVE AS OF DECEMBER 13, 2018 TABLE OF CONTENTS Page ARTICLE I OFFICES... 1 Section 1.01 Registered

More information

AMENDED AND RESTATED BY-LAWS THE GOLDMAN SACHS GROUP, INC. ARTICLE I. Stockholders

AMENDED AND RESTATED BY-LAWS THE GOLDMAN SACHS GROUP, INC. ARTICLE I. Stockholders As Amended and Restated as of February 18, 2016 AMENDED AND RESTATED BY-LAWS OF THE GOLDMAN SACHS GROUP, INC. ARTICLE I Stockholders Section 1.1 Annual Meetings. An annual meeting of stockholders shall

More information

BYLAWS OF UNITEDHEALTH GROUP INCORPORATED. A Delaware Corporation (Effective as of August 15, 2017) ARTICLE I OFFICES, CORPORATE SEAL

BYLAWS OF UNITEDHEALTH GROUP INCORPORATED. A Delaware Corporation (Effective as of August 15, 2017) ARTICLE I OFFICES, CORPORATE SEAL BYLAWS OF UNITEDHEALTH GROUP INCORPORATED A Delaware Corporation (Effective as of August 15, 2017) ARTICLE I OFFICES, CORPORATE SEAL Section 1.01. Registered Office. The address of the corporation s registered

More information

THERMO FISHER SCIENTIFIC INC. (Formerly known as Thermo Electron Corporation) BY-LAWS

THERMO FISHER SCIENTIFIC INC. (Formerly known as Thermo Electron Corporation) BY-LAWS As amended and effective as of July 12, 2011 THERMO FISHER SCIENTIFIC INC. (Formerly known as Thermo Electron Corporation) BY-LAWS TABLE OF CONTENTS Title Page ARTICLE I - STOCKHOLDERS...1 Section 1. Annual

More information

JOHNSON & JOHNSON BY-LAWS. EFFECTIVE July 1, 1980

JOHNSON & JOHNSON BY-LAWS. EFFECTIVE July 1, 1980 JOHNSON & JOHNSON BY-LAWS EFFECTIVE July 1, 1980 AMENDED February 16, 1987 April 26, 1989 April 26, 1990 October 20, 1997 April 23, 1999 June 11, 2001 January 14, 2008 February 9, 2009 April 17, 2012 January

More information

BY-LAWS OF CAESARS ENTERTAINMENT CORPORATION (Effective as of March 28, 2019) ARTICLE I. OFFICES

BY-LAWS OF CAESARS ENTERTAINMENT CORPORATION (Effective as of March 28, 2019) ARTICLE I. OFFICES BY-LAWS OF CAESARS ENTERTAINMENT CORPORATION (Effective as of March 28, 2019) ARTICLE I. OFFICES SECTION 1. Registered Office. The registered office of Caesars Entertainment Corporation (the Corporation

More information

KAMAN CORPORATION AMENDED AND RESTATED BY-LAWS. ARTICLE I Offices

KAMAN CORPORATION AMENDED AND RESTATED BY-LAWS. ARTICLE I Offices February 26, 2008 KAMAN CORPORATION AMENDED AND RESTATED BY-LAWS ARTICLE I Offices 1. The principal office of this corporation shall be at such place in the Town of Bloomfield in the State of Connecticut

More information

THIRD AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the Corporation ) Effective June 13, 2018 * * * * * * * * * * *

THIRD AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the Corporation ) Effective June 13, 2018 * * * * * * * * * * * THIRD AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the Corporation ) Effective June 13, 2018 * * * * * * * * * * * ARTICLE I Offices The registered office of the Corporation

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC FORM 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC FORM 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event

More information

BYLAWS OF MEREDITH CORPORATION (Effective September 7, 2015) ARTICLE I. OFFICES

BYLAWS OF MEREDITH CORPORATION (Effective September 7, 2015) ARTICLE I. OFFICES BYLAWS OF MEREDITH CORPORATION (Effective September 7, 2015) ARTICLE I. OFFICES The principal office of the corporation in the State of Iowa shall be located in the City of Des Moines, County of Polk,

More information

BYLAWS TARGET CORPORATION. (As Amended Through November 11, 2015) SHAREHOLDERS

BYLAWS TARGET CORPORATION. (As Amended Through November 11, 2015) SHAREHOLDERS BYLAWS OF TARGET CORPORATION (As Amended Through November 11, 2015) SHAREHOLDERS Section 1.01. Place of Meetings and Annual Meeting Meetings of the shareholders shall be held at the principal executive

More information

NCR CORPORATION BYLAWS AS AMENDED AND RESTATED ON FEBRUARY 20, ARTICLE I. Stockholders

NCR CORPORATION BYLAWS AS AMENDED AND RESTATED ON FEBRUARY 20, ARTICLE I. Stockholders NCR CORPORATION BYLAWS AS AMENDED AND RESTATED ON FEBRUARY 20, 2018 ARTICLE I. Stockholders Section 1. ANNUAL MEETING. The Corporation shall hold annually a regular meeting of its stockholders for the

More information

ULLICO INC. BYLAWS. (Adopted October 14, 1987, with revisions through August 11, 2016) ARTICLE I PRINCIPAL EXECUTIVE OFFICES

ULLICO INC. BYLAWS. (Adopted October 14, 1987, with revisions through August 11, 2016) ARTICLE I PRINCIPAL EXECUTIVE OFFICES ULLICO INC. BYLAWS (Adopted October 14, 1987, with revisions through August 11, 2016) ARTICLE I PRINCIPAL EXECUTIVE OFFICES 1.1 Principal Executive Offices. The principal executive offices of the Company

More information

DELTA AIR LINES, INC.

DELTA AIR LINES, INC. DELTA AIR LINES, INC. BYLAWS As Amended and Restated through October 28, 2016 Incorporated Under the Laws of Delaware TABLE OF CONTENTS Article Section Subject Page I Offices... 1 1 Registered Office...

More information

GENERAL MOTORS COMPANY AMENDED AND RESTATED BYLAWS AS OF DECEMBER 13, 2017 ARTICLE I MEETINGS OF SHAREHOLDERS

GENERAL MOTORS COMPANY AMENDED AND RESTATED BYLAWS AS OF DECEMBER 13, 2017 ARTICLE I MEETINGS OF SHAREHOLDERS GENERAL MOTORS COMPANY AMENDED AND RESTATED BYLAWS AS OF DECEMBER 13, 2017 ARTICLE I MEETINGS OF SHAREHOLDERS 1.1 Annual Meetings. The annual meeting of shareholders for the election of directors, ratification

More information

AMENDED AND RESTATED BYLAWS THE WALT DISNEY COMPANY. (hereinafter called the Corporation ) 1

AMENDED AND RESTATED BYLAWS THE WALT DISNEY COMPANY. (hereinafter called the Corporation ) 1 AMENDED AND RESTATED BYLAWS OF THE WALT DISNEY COMPANY (hereinafter called the Corporation ) 1 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City

More information

AMENDED AND RESTATED BYLAWS APPLE INC. (as of December 13, 2016)

AMENDED AND RESTATED BYLAWS APPLE INC. (as of December 13, 2016) AMENDED AND RESTATED BYLAWS OF APPLE INC. (as of December 13, 2016) APPLE INC. AMENDED AND RESTATED BYLAWS ARTICLE I CORPORATE OFFICES 1.1 Principal Office The Board of Directors shall fix the location

More information

AMENDED AND RESTATED BYLAWS DOWDUPONT INC. Incorporated Under The Laws of Delaware EFFECTIVE AS OF SEPTEMBER 1, 2017

AMENDED AND RESTATED BYLAWS DOWDUPONT INC. Incorporated Under The Laws of Delaware EFFECTIVE AS OF SEPTEMBER 1, 2017 AMENDED AND RESTATED BYLAWS OF DOWDUPONT INC. Incorporated Under The Laws of Delaware EFFECTIVE AS OF SEPTEMBER 1, 2017 ARTICLE I CAPITAL STOCK 1.1 Certificates. Shares of the capital stock of DOWDUPONT

More information

AMENDED AND RESTATED BYLAWS OF BLUESTEM GROUP INC. ARTICLE I OFFICES ARTICLE II STOCKHOLDERS

AMENDED AND RESTATED BYLAWS OF BLUESTEM GROUP INC. ARTICLE I OFFICES ARTICLE II STOCKHOLDERS As amended effective February 16, 2017 AMENDED AND RESTATED BYLAWS OF BLUESTEM GROUP INC. ARTICLE I OFFICES The registered agent, if any, and registered office of the Corporation in the State of Nevada

More information

AMENDED AND RESTATED BY-LAWS AETNA INC. (a Pennsylvania business corporation) Article 1. MEETINGS OF SHAREHOLDERS

AMENDED AND RESTATED BY-LAWS AETNA INC. (a Pennsylvania business corporation) Article 1. MEETINGS OF SHAREHOLDERS AMENDED AND RESTATED BY-LAWS of AETNA INC. (a Pennsylvania business corporation) Article 1. MEETINGS OF SHAREHOLDERS Section 1.01 Place of Meetings. Meetings of shareholders of the Corporation shall be

More information

WASHINGTON,D.C FORM8-K CURRENTREPORTPURSUANT. SECURITIESEXCHANGEACTOF1934 Date of Report (Date of earliest event reported) June 7, 2018

WASHINGTON,D.C FORM8-K CURRENTREPORTPURSUANT. SECURITIESEXCHANGEACTOF1934 Date of Report (Date of earliest event reported) June 7, 2018 UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION WASHINGTON,D.C.20549 FORM8-K CURRENTREPORTPURSUANT TOSECTION13OR15(d)OFTHE SECURITIESEXCHANGEACTOF1934 Date of Report (Date of earliest event reported) June

More information

AMERICAN STRATEGIC MINERALS CORPORATION

AMERICAN STRATEGIC MINERALS CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event

More information

AMENDED AND RESTATED BYLAWS DXC TECHNOLOGY COMPANY. effective March 15, 2018

AMENDED AND RESTATED BYLAWS DXC TECHNOLOGY COMPANY. effective March 15, 2018 AMENDED AND RESTATED BYLAWS OF DXC TECHNOLOGY COMPANY effective March 15, 2018 BYLAWS OF DXC TECHNOLOGY COMPANY ARTICLE I OFFICES Section 1. Offices. The Corporation may have offices in such places, both

More information

EASTMAN CHEMICAL COMPANY BYLAWS SECTION I. Capital Stock

EASTMAN CHEMICAL COMPANY BYLAWS SECTION I. Capital Stock EASTMAN CHEMICAL COMPANY BYLAWS SECTION I Capital Stock Section 1.1. Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed in the name of the Corporation

More information

BYLAWS. Lockheed Martin Corporation

BYLAWS. Lockheed Martin Corporation BYLAWS Lockheed Martin Corporation As revised, effective December 8, 2017 BYLAWS OF LOCKHEED MARTIN CORPORATION TABLE OF CONTENTS ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings... 1 Section 1.02.

More information

AMENDED AND RESTATED BYLAWS OF BOINGO WIRELESS, INC. A DELAWARE CORPORATION. (As amended and restated on June 9, 2017)

AMENDED AND RESTATED BYLAWS OF BOINGO WIRELESS, INC. A DELAWARE CORPORATION. (As amended and restated on June 9, 2017) AMENDED AND RESTATED BYLAWS OF BOINGO WIRELESS, INC. A DELAWARE CORPORATION (As amended and restated on June 9, 2017) TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS...1 Section 1.1 Delaware Office...1

More information

FedEx Corporation (Exact name of registrant as specified in its charter)

FedEx Corporation (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event

More information

FIFTH AMENDED AND RESTATED BYLAWS PIONEER NATURAL RESOURCES COMPANY

FIFTH AMENDED AND RESTATED BYLAWS PIONEER NATURAL RESOURCES COMPANY FIFTH AMENDED AND RESTATED BYLAWS OF PIONEER NATURAL RESOURCES COMPANY A Delaware Corporation (Amended and Restated May 19, 2016) TABLE OF CONTENTS ARTICLE ONE: OFFICES I. I Registered Office and Agent...

More information

TEXTRON INC FORM 8-K. (Current report filing) Filed 09/26/08 for the Period Ending 09/26/08

TEXTRON INC FORM 8-K. (Current report filing) Filed 09/26/08 for the Period Ending 09/26/08 TEXTRON INC FORM 8-K (Current report filing) Filed 09/26/08 for the Period Ending 09/26/08 Address 40 WESTMINSTER ST PROVIDENCE, RI 02903 Telephone 4014212800 CIK 0000217346 Symbol TXT SIC Code 6162 -

More information

RREEF PROPERTY TRUST, INC. BYLAWS ARTICLE I OFFICES

RREEF PROPERTY TRUST, INC. BYLAWS ARTICLE I OFFICES RREEF PROPERTY TRUST, INC. BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of RREEF Property Trust, Inc. (the Corporation ) in the State of Maryland shall be located at such

More information

Freeport-McMoRan Inc. Amended and Restated By-Laws. (as amended and restated through June 8, 2016) ARTICLE I

Freeport-McMoRan Inc. Amended and Restated By-Laws. (as amended and restated through June 8, 2016) ARTICLE I Freeport-McMoRan Inc. Amended and Restated By-Laws (as amended and restated through June 8, 2016) ARTICLE I Name The name of the corporation is Freeport-McMoRan Inc. ARTICLE II Offices 1. The location

More information

BY-LAWS OF DYNCORP INTERNATIONAL INC., a Delaware corporation (the Corporation )

BY-LAWS OF DYNCORP INTERNATIONAL INC., a Delaware corporation (the Corporation ) BY-LAWS OF DYNCORP INTERNATIONAL INC., a Delaware corporation (the Corporation ) BY-LAWS OF DYNCORP INTERNATIONAL INC. ARTICLE I. OFFICES Section 1.1. Registered Office. The registered office of the Corporation

More information

BY-LAWS INTERNATIONAL BUSINESS MACHINES CORPORATION. Adopted April 29,1958. As Amended Through. December 12, 2017

BY-LAWS INTERNATIONAL BUSINESS MACHINES CORPORATION. Adopted April 29,1958. As Amended Through. December 12, 2017 BY-LAWS of INTERNATIONAL BUSINESS MACHINES CORPORATION Adopted April 29,1958 As Amended Through December 12, 2017 TABLE OF CONTENTS ARTICLE I -- Definitions 1 ARTICLE II -- MEETINGS OF STOCKHOLDERS SECTION

More information

AMENDED AND RESTATED BY-LAWS BIGLARI HOLDINGS INC. (as amended through June 3, 2015) Article I Name, Address and Seal

AMENDED AND RESTATED BY-LAWS BIGLARI HOLDINGS INC. (as amended through June 3, 2015) Article I Name, Address and Seal AMENDED AND RESTATED BY-LAWS OF BIGLARI HOLDINGS INC. (as amended through June 3, 2015) Article I Name, Address and Seal Section 1. Name. Corporation ). The name of the corporation is Biglari Holdings

More information

BYLAWS. A Delaware Profit Corporation ARTICLE I SHAREHOLDERS. 1. Annual Meeting. 2. Special Meetings

BYLAWS. A Delaware Profit Corporation ARTICLE I SHAREHOLDERS. 1. Annual Meeting. 2. Special Meetings BYLAWS OF A Delaware Profit Corporation ARTICLE I SHAREHOLDERS 1. Annual Meeting A meeting of the shareholders shall be held annually for the election of directors and the transaction of other business

More information

BYLAWS COASTAL BANKING COMPANY, INC. ACCEPTED AND APPROVED ON JUNE 1, 1999 AND AS AMENDED ON SEPTEMBER 25, 2013* COASTAL BANKING COMPANY, INC.

BYLAWS COASTAL BANKING COMPANY, INC. ACCEPTED AND APPROVED ON JUNE 1, 1999 AND AS AMENDED ON SEPTEMBER 25, 2013* COASTAL BANKING COMPANY, INC. BYLAWS OF COASTAL BANKING COMPANY, INC. ACCEPTED AND APPROVED ON JUNE 1, 1999 AND AS AMENDED ON SEPTEMBER 25, 2013* COASTAL BANKING COMPANY, INC. TABLE OF CONTENTS ARTICLE 1 OFFICES...1 ARTICLE 2 Section

More information

RESTATED AND AMENDED BYLAWS OF JACK HENRY & ASSOCIATES, INC. (Effective September 22, 2017) ARTICLE I. Registered and Corporate Offices

RESTATED AND AMENDED BYLAWS OF JACK HENRY & ASSOCIATES, INC. (Effective September 22, 2017) ARTICLE I. Registered and Corporate Offices RESTATED AND AMENDED BYLAWS OF JACK HENRY & ASSOCIATES, INC. (Effective September 22, 2017) ARTICLE I Registered and Corporate Offices Section 1.1 Registered Office. The registered office of the corporation

More information

BYLAWS OF XCEL ENERGY INC. (a Minnesota corporation) As amended on February 17, 2016 ARTICLE 1 OFFICES AND CORPORATE SEAL

BYLAWS OF XCEL ENERGY INC. (a Minnesota corporation) As amended on February 17, 2016 ARTICLE 1 OFFICES AND CORPORATE SEAL BYLAWS OF XCEL ENERGY INC. (a Minnesota corporation) As amended on February 17, 2016 ARTICLE 1 OFFICES AND CORPORATE SEAL Section 1. The Company may establish and maintain an office or offices at such

More information